International Trouble
by Danny vs A Month
Summary: The Tennysons take a vacation to Tokyo. It's got everything. Virtual Reality games, comics, video games, alien-tech-wielding psychopaths. Everything they need to make it a typical Tennyson vacation. Or, maybe not. After all, they're not children anymore. And the world of adults can sometimes be a very dark place.
1. Chapter 1

I do not own Ben 10 or any of the characters.

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Trip

Ben yawned as he leaned back in his chair. He hated flying. It'd been almost a day since he'd woken up and his jet lag was setting in hard. Not that it was all bad. He wasn't alone. He glanced to the side from his seat and smiled as he watched Max and Gwen. Max was asleep in his chair and Gwen was on her laptop, doing the responsible thing and studying about their destination. It had been a long time since they'd gone on a trip. Years, in fact. He smiled. It wasn't a road trip, but it _did_ sound fun. The three of them had been offered a free flight on one of those planes where the first class section was set up like a private jet with swiveling reclining seats made of leather, super sexy flight attendant chicks, relaxed drinking age restrictions, and such a high price that in the entirety of the First Class section, it was only Ben, Gwen, and Max. Max had gone to the front to sleep without bothering them, even though they had long since gotten used to his snoring, and Gwen had sat in the middle where there was an outlet for her laptop.

"Anything fun there to do?" Ben asked.

"Ben, it's Tokyo," Gwen said. "It's one of the most culturally rich, historic-"

"I said fun," Ben said.

Gwen sighed heavily. "There's an anime, video game, and comic store about every other block that all sell both American and Japanese merchandise. And with the new translators Grampa Max gave us, you won't have to worry about the game being in Japanese."

"Sweet, now _that's_ more like it," Ben grinned. "Maybe there's a new Sumo Slammers game."

Gwen paused before smiling, shaking her head.

"What?" Ben asked.

"Nothing," Gwen smiled. "I was just remembering the time you got us sucked into a Sumo Slammers game."

Ben chuckled. "Yeah, that was a lot less fun than I thought. You were better at it than me."

"That's because I read the directions," Gwen snorted.

"True," Ben said. "I bet I'd beat you now, though."

"I doubt that," Gwen smirked, then sighed, eyes gaining a sort of far away look. "Man, that summer was the best. Even _with_ the constant danger. It feels like it was so long ago."

"I know, right?" Ben says, spinning his seat in a circle. "So, wanna see if you can still keep up in video games?"

Gwen grins and ejects a disk from her computer, Ben pulling his Sumo Slammers game out of his back pack and handing her the disk before grabbing a pair of controllers. Gwen pushed the disk in and plugged the controllers in to an adapter he gave her, and a few moments later they were playing. Gwen laughed. It was the same exact game they had played so long ago, one where they progressed through the game and score depended on the number of enemies killed. Both of them still remembered the controls, but she could tell Ben had been practicing all these years, probably waiting for the chance to have a rematch.

"You've been waiting for the chance to play me at this game for all these years haven't you?" Gwen asked as she started to pull ahead of him in score.

"Maybe," Ben said, then reached over and pushed her shoulder, distracting Gwen just long enough for her to die.

"Hey, no fair!" Gwen laughed. "You're such a cheater!" She pushed him back and he laughed, avoiding the attack she was hoping would kill him, continuing to play.

"Looks like I'm better," he grinned.

"Don't get too cocky, I've still got a higher score," Gwen informed him.

"Yeah we'll see about that," Ben grinned, quickly catching up.

However, after a bit, she found a power up and began to rapidly pull ahead again. He grumbled, struggling to keep up, but she was easily laying waste to everything that entered the screen, leaving barely anything for him to kill. Finally, they reached a section where they were jumping from a piece of floating ground to the next and he saw his chance. As she ran toward an edge, he reached over to shove her, but she had been expecting it and twisted out of the way. As a result, instead of him pushing her shoulder, he lost his balance, sucking in a breath as he started to fall, dropping his controller and grabbing the back of his seat with one hand, the other grabbing onto the closest thing. He heard Gwen suck in a breath and go silent, both of their characters dying. He froze, mind hyper-focusing on the odd squishy object under his right hand. His eyes flashed to Gwen and he yanked his hand back, face blushing almost as dark as Gwen's as he heaved himself back into his chair.

"I'm so sorry Gwen!" Ben said. "I swear it was an accident."

"It's fine," Gwen said. "Accidents happen. Let's just...never speak of it again."

Ben nodded and bent down, reaching for his controller, only for Gwen to grab him by his back belt look and yank forward, flipping him out of his chair and laughing.

"Hey!" he complained, staring up at her from the floor.

"There," she grinned. "Consider us even."

Ben rolled his eyes and stood, picking up his controller and sitting down again, both continuing to play from where they left off. As they continued to play, however, Ben's mind failed to focus on the game, his right hand adjusting its grip on the controller every couple of seconds subconsciously as his mind kept jumping back to his mistake. As a result, he lost his two remaining lives within a few minutes, officially ending their competition.

"Hah!" Gwen grinned. "I'm still the best!"

Ben rolled his eyes. "Fine. I'll give it to you. You're better. Now, if you'll excuse me, I don't think that steak agreed with my stomach as well as my taste buds."

"Ew!" Gwen said. "I don't need to know that!"

Ben shrugged, walking to the bathroom and locking the door behind himself before sitting on the toilet and instantly dropping his head into his hands, gritting his teeth and trying to force the feeling of Gwen's breast out of his mind, or the image of her beautiful flushed face, or the sudden, undeniable realization that she was, in fact, one of the most beautiful girls he knew, if not the single most beautiful.

"Dammit!" he muttered. "This _cannot_ be happening." He pulled his phone out, going to his emergency porn stash, starting a video, not to enjoy, just to try and block out the rest of his thoughts.

Except, he wasn't seeing the porn star. He shook his head, going to the next, then the next. No good. Now he just had even more unwelcome images swirling in his head. Out of an act of sheer desperation, he went into his phone's gallery and pulled up images of Julie that he would never admit to still having. When she had sent them, she had been drunk. She had also ordered him to delete them as soon as she was sober, and he had promised her he already did. And now that they were broken up, he definitely wasn't going to admit to having them. But right now, hopefully, they were exactly what he needed. But they weren't. He groaned miserably and returned to his phone's home before setting it down and clutching at his head, groaning miserably and struggling to shut his brain off. He wouldn't let himself go there. Not even a little. He refused to let those thoughts stay. They had no place. They weren't welcome. He refused to entertain them again. Never again. That had been the promise he had made himself.

Finally, his brain began to calm, the unwanted thoughts clearing slowly. He sighed, standing and flushing the toilet to keep his cover story believable before picking up his phone and slipping it into his pocket, walking back to his chair. He sat down again and glanced at Gwen, seeing she had gone back to researching. He tilted his head back, closing his eyes. However, after a moment, Gwen's voice pulled him back to reality from the edge of sleep.

"Hey Ben, wanna do it?" Gwen asked.

Unwelcome thoughts flooded into his brain and he cracked an eye open, staring at the computer screen she had tilted toward him, showing an article about a virtual reality shooting game at an arcade near the hotel they'd be staying at.

"The game?" Ben asked.

"No, base jumping from a skyscraper," Gwen said. "Yes the game, dweeb."

"Hell yeah," Ben grinned. "I'm game."

"Great!" Gwen grinned. "I can't wait to beat you at another game."

"Don't count on it," Ben grinned.

Gwen returned to studying and Ben once again closed his eyes, struggling to snuff out the newest flood of thoughts. After what felt like no time at all, Gwen shook his shoulder, waking him up.

"We're going to be landing soon," Gwen said.

"Thanks," Ben nodded, buckling his seat belt and quickly putting his bag under his seat. After a few more minutes, and a much rougher landing than Ben thought necessary, they were finally off the plane and walking through the airport. The airport, minus the Japanese righting and pictures of Japanese people, was basically just like every other airport he'd been to. Big, crowded, and busy. It was a relief when they finally got outside and caught a cab to the hotel. However, things weren't much better there. One of the three rooms they were promised was under repair after a pipe burst in it. Both of the remaining rooms were only singles.

"I am sorry sir," the receptionist said to Max after several minutes of arguing. "There are no other vacancies."

Max sighed and nodded, accepting the room keys. "Sorry guys. Looks like we're stuck with two."

"It's alright, Grandpa," Ben said. "We'll make it work."

Max nodded. "So, how do you guys want to sort ourselves."

"I'll stay with Ben," Gwen said. "Someone has to keep him out of trouble."

Max chuckled and Ben rolled his eyes, internally panicking. "Alright. But try not to get into any arguments. I know how you two can be."

Ben nodded and he and Gwen carried their bags up to their room. It...wasn't as great as their flight accommodations. It would be great for a single person. There was a mini-fridge with a microwave bolted to the top, one twin bed, a TV mounted to the wall across from the foot of the bed, and a bathroom with a walk-in shower a sink, and a toilet. Everything a single person could need. For two people, it was less than ideal.

"Well this is...not what I was expecting," Gwen said.

"Yeah," Ben said dryly before sighing. "Well. I suppose you can have the bed. I'll make do with the floor and a pillow."

"What, are you afraid I have cooties?" Gwen snorted. "You don't _have_ to sleep on the floor."

"What, you want to share the bed?" Ben asked, raising an eyebrow.

"Why not?" Gwen asked. "It's not like I have to worry about you copping a feel, right?"

Ben rolled his eyes, swallowing hard. god he hoped not. "Well, if you're sure, I'm going to change."

Gwen nodded and Ben walked into the bathroom with his PJs, changing quickly. Then, he opened the door and stepped out, only to freeze. Gwen had apparently decided to change while he was in the bathroom, because there she stood, facing the bathroom door in only a bra and a small pair of lace panties, digging through her suitcase for her own PJs. After a moment, Ben spun around, hearing Gwen swear behind him.

"Shit, Ben!"

It was less accusatory and more of her acknowledging him.

"Sorry!" Ben said. "I didn't realize you were changing."

"I-It's alright," Gwen stammered, then fell silent for a moment, Ben resisting the urge to take a peek. "Okay. You can look."

Ben carefully glanced back at her, seeing her wearing a pair of tight white pants and a thin, loose white shirt. Even though it was PJs, it looked amazing on her, almost enough for him to not see her in a bra and panties in his mind. Almost. He tore his eyes away before he could stare and walked over to his bag, taking out a fresh set of clothes and setting it on top of the bag against the wall for the morning. As he did, Gwen climbed into bed. Ben hesitated for a moment, unsure about sharing the bed after seeing her like that. He was eternally grateful he had decided not to go commando for the night, because although it didn't make it any less uncomfortable, it wasn't as noticeable how much the sight had affected him. Finally, he climbed into the bed, originally planning to leave space between them, only to find the bed was so small that they were laying against each other no matter how they lay. Finally, after both trying to get comfortable for several minutes without disturbing the other, Gwen sat up, pulling Ben onto his back before laying down beside him with her head on his shoulder. His face turned scarlet instantly, her own not much better.

"This way we're not fighting over bed space," Gwen explained. "But this never happened either."

"Right," Ben agreed. "Of course."

Gwen nodded and closed her eyes. Ben didn't dare. He knew where his thoughts would be if he did. However, after a few minutes, his jet lag caught him again and dragged him kicking and screaming into the haze of sleep.

* * *

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	2. Chapter 2

I do not own Ben 10 or any of the characters.

* * *

Site-seeing

Ben ducked behind cover as several laser blasts impacted around him. Then, Gwen stood from behind her own, quickly blasting all of the targets, her score once again passing his. She grinned over at him and he rolled his eyes. Then, he stood as more began to enter, only for him to launch a grenade, blasting them all, just barely pulling ahead. They both continued through the compound they were in, running on omni-directional treadmills to simulate moving, and more and more targets began to pop up. Both dropped them rapidly, laying waste to everything in the compound for nearly a half hour. Then, the boss arrived. the rest of the targets had been yakuza thugs with laser guns. But the boss, due to whatever leap of logic Ben missed, was a gigantic robot. Ben shrugged. He'd seen weirder. The two of them began to run around, blasting the robot at random for a bit, doing nothing, before Ben scored a lucky shot on its tiny, beady eyes, the robot rearing back.

"You're kidding me!" Ben groaned. "The eyes? This is freaking impossible!"

They began to target the eyes, one shot out of every fifty or so hitting and doing two points of damage out of the robot's one thousand hp. Ben groaned. There had to be a better way. This was ridiculous. He looked around, seeing power lines to the side and grinned.

"Gwen, this way," Ben said, turning and running, Gwen following.

They passed under the power lines and the robot's leg hit them, the power lines breaking and snapping back into the leg, electricity flying over the robot, doing a grand total of one hundred damage.

"Woo!" Gwen cheered. "Good thinking Ben! A few more of those and we win!"

Then, the entire city's power winked out.

"Oh for crying out loud!" Ben shouted, beginning to fire up at its face again, Gwen joining him. "Now what?"

"I guess we do it the hard way," Ben said.

Just then, the robot's eyes flashed and Ben's VR visor flared red before going black, the words "GAME OVER" appearing in the center. Ben stared for a couple seconds before yanking his visor off and staring at the screen where Gwen was running away from a smoking crater in the road, her score officially higher than his. He rolled his eyes. The Boss was ridiculously overpowered. Now, if he could go into the game using Upgrade, he'd demolish it. Probably also with Upgrade. He sighed, watching Gwen struggle against the robot for a few more minutes before also being blasted by the robot's eye lasers. She sighed, pulling his visor off and setting it down, shrugging.

"Well, I still beat you," Gwen said.

"Yeah yeah," Ben grumbled. "They're just lucky I don't have Upgrade anymore."

Gwen chuckled. "Come on, let's go get something to eat."

Ben nodded and they left the arcade, heading to a curry shop nearby and eating lunch. Then they headed back to the arcade, finding a virtual reality motorcycle racing game. They both sat down and inserted the required number of coins. Then, they were off, all of the other racers speeding past them, as with any arcade racing game. However, Ben didn't mind that. He only had to beat Gwen. He pulled ahead of her on a turn and hit a boost, streaking along the road and grinning widely, glancing over at her and sticking his tongue out, even though he couldn't see her, nor she him. Then, as he turned back to the front, Gwen dropped off of a rooftop beside him, landing in front of him and swerving past a car, which diverted into his path, making him crash. He crossed his arms as he waited to respawn, then took off again, using all three of his nitro boosts to catch back up. He spotted a short cut that Gwen had passed and swerved into it, flying through a construction zone, taking a trail of fallen boards and steel girders, eventually ending in a jump, crashing down beside Gwen and accidentally bumping her into a car, crashing her. He grinned as she smacked him.

"Payback," he grinned. He kept racing, overtaking a few of the computer racers before seeing the finish line. "Victory sure tastes sweet."

"Yes it does," Gwen said, just as her character boosted past him, flying past three more racers before crossing the line four spots ahead of him. "You shouldn't have wasted your boosts."

"I almost had you," Ben defended himself, setting the headset down again.

"Almost doesn't win races, Ben," Gwen grins. "Or fights."

"Yeah well if we could both fight using our powers I'd win by a mile," Ben said.

"Ben, you don't _have_ powers," Gwen said. "Your watch does. I, on the other hand, do."

"You know what I mean, dork," Ben grumbled.

"Aw, are you jealous of my mad gaming skills?" Gwen taunted, turning to walk backward, not seeing the people she was heading for.

"I won't be in a second," he grinned, Gwen cocking an eyebrow and turning to the front again just in time to walk into a fat nerd with a greasy cheeseburger, ending up with ketchup, mustard, and grease all over her sweater.

"Ugh!" she said, pulling her sweater out in the front to try and save the white shirt underneath. "Gross!"

Ben chuckled. "Come on Gwen. Let's go find a laundromat."

Gwen sighed and nodded, following him without pulling the sweater off. After a few minutes, they gave up and headed back to the hotel, Gwen taking a clean shirt into the bathroom and changing, then walking back out, dropping the dirty ones on the floor beside the bed.

"That was so gross!" Gwen complained.

"I don't think he minded," Ben chuckled.

"I think that might have been the first time he ever made physical contact with a girl," Gwen snorted. "That was mean."

"Probably true, though," Ben said, laying on his back on the bed. "So, what's next on the agenda?"

"Laundry," Gwen said. "After that, I don't know. What do you want to do?"

"I don't care," Ben shrugged. "Whatever you want."

"Well, we've got a few more hours until Grandpa Max gets back from his plumber meeting," Gwen said. "Want to go to a museum?"

Ben grimaced before shrugging. "If you want. You've humored me so far, so it's your turn to pick."

Gwen smiled. "Well look at you being all reasonable. Are you sure you're my cousin?"

"Hah hah," Ben said. "Just pick something before I change my mind."

Gwen chuckled and nodded, standing and picking up all of her dirty clothes. "I'll find something when I get back."

Ben nodded and Gwen turned, walking away. Ben sighed, closing his eyes. He seriously didn't want to go to a museum. However, he knew Gwen. Video games, while she may or may not be better than him at them, weren't her thing. She could have fun at them, but she didn't love them. She loved history, and culture, and boring informational stuff. But she had been letting him go to all of the arcades they could find all day, and hadn't complained once. So, for her, he could bear with going to a museum for a while. Besides, Japan history was filled with things like wars, samurai, assassins, and stuff like that. Maybe it wouldn't be too boring. Or maybe they could meet in the middle and Gwen could teach him about the wars and stuff in between whatever she wanted to see.

The door opened and Gwen walked in, sitting on the bed beside him, Ben scooting over to give her a little more room, then set her laptop on her lap and began to search museums and historical sites nearby. As she did, Ben tried to pretend to himself that he _wasn't_ struggling to keep from looking at her ass. Finally, she set the laptop on his stomach, Ben raising an eyebrow and staring at the screen.

"What's that?" Ben asked.

"It's a museum," Gwen said. "I figured you wouldn't want to go to anywhere that's just old pictures and vases or anything, so I chose one that's about ancient samurai."

"You didn't have to choose one based off what I'd like," Ben said. "This is _your_ trip."

"It's fine," Gwen said. "They have martial arts stuff there too, like books to teach you martial arts."

Ben smiled. "Alright then. When do we leave?"

"After my laundry's done," Gwen said.

"Alright," ben said. "I'm going to take a nap. I'm exhausted from having my butt kicked so many times."

Gwen laughed and nodded. "I _did_ beat you pretty bad didn't I? Night."

"Night," Ben said, rolling onto his side and pressing his back against the wall.

After a few minutes, he finally felt sleep start to take him, only for Gwen to shake him awake.

"Hm?" Ben asked. "What's up?"

"Time to go," Gwen said.

"Really?" Ben asked. "Huh, I didn't realize I fell asleep."

"Well, you definitely did," Gwen chuckled. "You were snoring so loud I thought maybe the next room over would complain."

"Yeah right," Ben snorted. "I'm not that bad. Am I?"

Gwen grinned and walked out of the room, Ben following. They walked through the city quietly. It was busy and crowded, like any super huge city, but it was also pretty fun, because it was different. It took them longer than Ben expected to reach the museum, but they eventually did. They travelled through the museum slowly, Gwen talking about the history and culture of Japan, trying her best to make it entertaining for Ben, even though she could tell he was struggling. She had to admit, she appreciated him trying to enjoy himself for her. Finally, they reached an artifacts room and began to explore. As they walked, Ben began to drift toward the ancient weapons more than the pieces of pottery or tablet, as Gwen was drawn to. However, after a bit, they met back up at a display with six small round disks that had markings carved into their rounded faces. Ben stopped, staring at them, Gwen joining him after a moment.

"Uh..Gwen," Ben said. "Aren't these..."

"The Charms of Bezel?" Gwen breathed. "But...how?" She looked at the display, but it described them as ancient Japanese worry stones. "We definitely can't leave these laying around."

"How do you suggest we go about removing them?" Ben asked.

She was silent for a few seconds. "We'll have to come back tonight."

Ben nodded. "Alright. For now, let's make sure there's nothing else in this room that needs to go."

Gwen nodded and they slowly made their way through the rest of the displays. For a while, nothing jumped out at them. However, Ben kept walking past the weapons. Finally he stopped, slowly turning and staring up at a rust-covered spear, cocking his head to the side. It looked familiar somehow. It's got a hook sticking out below the blade, then the blade is rounded in the front. After a moment, Gwen steps up beside him.

"This looks...familiar," Ben said.

"Yeah," Gwen agreed. "I could swear I've seen that somewhere before."

"Maybe it's nothing," Ben said. "After all, a rusty hunk of junk like that is probably nothing. Right?"

"Maybe," Gwen said, looking unsure.

"Hey, I thought we were here to have fun, not look at rusty old sticks," Ben said.

Gwen smiled. "You're right. Come on. There are a few more exhibits I want to check out before we head back to meet Grandpa."

Ben nodded and they left the room, heading to another part of the museum. The rest of the museum turns out to be more boring than the rest, even to the point that Gwen isn't enjoying it. Finally, they head toward the door.

"So, tonight?" Ben asked. "I don't know if Grandpa will approve of us borrowing it."

"I don't know," Gwen said. "He definitely knows how important it is."

Ben nodded and reached out for the door only to jump and spin as a crash echoes through the building. Without a word, both sprint through the building to the artifact room again, staring at the hole in the wall and the man standing in it. He was Asian with black hair slicked back, no visible tattoos, and blood red irises that stared at Ben and Gwen as they stopped.

"Welcome, Tennysons," the man said. "I'll be taking these."

The glass case containing the Charms of Bezel exploded, all six charms streaking over and sinking into his skin as though he were made of liquid. Ben swallowed hard. Then, he reached for the Ultimatrix, selecting an alien at random and slapping it back down. A flash of green light later, he hurled a blast of flames at the man as Swampfire. The man held his hand out and the flames dispersed.

"He's got pyrokinesis!" Gwen warned, mana glowing around her hands. "He controls fire!"

"Oh crap," Ben said. "This was probably a stupid choice, then."

"Little bit," Gwen nodded. "Pick someone else. Hurry!"

She hurled a blast of mana at the man, but he swung a hand and a suit of Samurai armor from off to the side sailed across the room, blocking the blast before he held his other hand out, the spear they had seen before spinning over and stopping in his hand. Then, his hand began to vibrate and the rust began to break apart and fall off. ben's stomach dropped. It was Aggregor's spear.

"I'll be appropriating this, as well," the man said.

Gwen hurled several more blasts of energy at him, but he spun the spear, smashing the spheres of mana as they flew at him. Ben slapped his hand into the Omnitrix symbol on his chest and a flash of green light went off, leaving him as Diamond head. Ben grew his arms into blades and charged, but the man held his hand out and suddenly Ben found himself airborne, crashing through a wall behind him. A moment later, as the man sent a shield crashing into Gwen, she crashed down on top of Ben, groaning.

"This sucks," Ben said, holding up a hand and sending a barrage of crystal shards at the man, only for him to send them right back. Ben grabbed Gwen and rolled over, the shards slamming into his back hard, a few of them sticking, though shallowly. When he looked back, the man was gone. "Shit. You okay?"

"Yeah," Gwen said. "Let me get those out of your back before you change back."

Ben nodded and she quickly pulled the shards out, allowing him to change back to normal, looking around at the unconscious people around them. They'd be fine. He looked up at the security cameras.

"We should do something about those," Ben said.

"Already taken care of," Max said, stepping through the door behind them. "When I heard the explosion I hurried over here. We should go. We need to tend to your back, Ben."

"My back?" Ben asked, confused and looking back, unable to see.

"You're bleeding from the shards," Gwen said. "not bad, but we should put some bandaids on you. And get you a clean shirt."

Ben sighed and nodded. "I can't believe we lost so easily."

"We'll find him," Gwen said. "For now, let's just focus on getting back to the hotel."

Ben nodded and they all left, travelling quickly before finally reaching the hotel, almost immediately beginning to try to figure out who the person had been, and where he went.

* * *

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	3. Chapter 3

I do not own Ben 10 or any of the characters.

* * *

Ambushed

Ben's eyes slowly drifted open and he stared at the black hair in front of him. He blinked in confusion for a moment before lifting his head, double checking that, yes, it _was_ in fact Julie. He paused. Why wouldn't it be? he couldn't remember, but he felt like there was a reason. He shrugged, laying back down just as Julie's head turned and she smiled back at him.

"Good morning," Julie smiled.

"Hey," Ben smiled. "Sleep well?"

"More or less," Julie smiled. "It was a little difficult with this pocking me all night."

She shifted her hips and he sucked in a breath, feeling his morning wood rub against the bare skin of her ass. He grinned after a moment.

"Careful now," Ben said. "You might get me worked up."

"Well, maybe you should get me worked up too," Julie giving him a quick kiss.

Ben sighed and dipped his head, latching onto her pulse point and suckling the skin there, the arm that wasn't trapped under her sliding around to the front, slipping between her thighs. Julie moaned, pressing back into him.

_Ben__!_

Ben paused but Julie pressed into him, urging him to continue. Ben began to suckle harder at her neck, fingers trailing through her slit quickly.

_Ben! !_

Ben blinked. He had definitely heard someone that time. Who was interrupting? He was enjoying himself.

"Why are you stopping?" Julie asked.

"I thought I heard-"

"Ben for fuck's sake! WAKE UP! ! !"

Ben jerked awake, sitting bolt upright and looking around, hand already on the Ultimatrix, only to pause as he failed to find a threat. He blinked.

"What happened?" Ben asked, mind drawing a blank. He remembered he had been having a dream, but as he tried to recall now, he found he could only remember that it had been good. "Are you alright Gwen?" He turned to her and stopped, seeing her face was flushed and she was hugging her knees to her chest in the corner, watching him warily.

"Do you remember what you were dreaming?" Gwen asked.

"Um...no," Ben said, brow furrowing. "Are you alright?"

"You were dreaming about Julie," Gwen said. "At least, that's the name you kept mumbling. I'm pretty sure it was a wet dream."

Ben's face turned scarlet as he suddenly realized that she was probably right, at least based on how uncomfortable his pants felt.

"Except..." Gwen continued, face darkening as well, "...it wasn't Julie you were touching."

Ben's mouth fell open as he stared at Gwen in horror. She was joking. She had to be. Except, by her expression, and the dark red covering her face, he could tell she wasn't.

"Oh my God, Gwen, I...I'm _so_ sorry!" Ben said. "I didn't...I would never...I never meant-"

"I know," Gwen said. "I'm not mad. We'll just...add it to the list of things that never happened."

"Yeah," Ben muttered. "The list. Gwen, I'm so sorry."

"Stop apologizing," Gwen said, then sighed. "It's alright. Let's just...forget it happened."

Ben nodded and stood. "I gotta pee. Why don't you find something to do today? I'll pay."

Gwen smiled and nodded, happy that he was at least trying to make up for his mistake. She picked up her laptop, searching the news, for gang-related crimes. So far, there hadn't been anything besides the museum in the last two weeks. Gwen's brow furrowed.

"What's up?" Ben asked.

"Something's going on in this city," Gwen said.

"How so?" Ben asked.

"That attack on the museum was the only crime in the last two weeks," Gwen said.

"You're kidding," Ben said, Gwen shaking her head. "Seriously? That makes no sense."

"I know," Gwen said. "Either the entire city just isn't reporting crimes, or the entire city legitimately stopped committing them."

"Either of which means someone, probably our mystery friend from the museum, is holding the entire city hostage, if not legitimately controlling it," Ben said. "Is it legitimately all of Tokyo?"

"Yes," Gwen nodded. "All of Tokyo."

"We seriously need to figure out what the fuck's going on," Ben said.

Gwen nodded in agreement. "Come on. Let's see if Grandpa Max is awake."

Ben nodded and they took turns getting dressed before walking to Max's room and knocking on the door. After a moment, the door opened and Gwen showed him the reports, the dates highlighted to show the last two weeks being crime-free. Max's brow furrowed and he nodded.

"Alright," Max said. "Let's go see what we can find."

They nodded and all left the hotel, walking through the silent city. It was still early morning, but not early enough to be completely silent like this. There weren't even any cars running. Ben kept his hand ready to activate the Ultimatrix. Max had a collapsible blaster in each hand and Gwen was tense, waiting for anything to jump out at them and force her to use her powers. But there was nothing. With the exception of the foreboding sense of impending doom, there was no sign of life in the city beside them.

"This is weird," Ben said.

"Sssso, ssssome missssssse are ssssneaking around after all," a voice above them hissed as they were working their way through a market district.

They all spun, looking up and seeing nothing. Ben blinked. The voice had definitely been from above them.

"Are you looking for sssssomeone?" the voice hissed from down the road, everyone spinning again, only to once again see nothing.

"Show yourself!" Ben ordered.

Something brushed the ground off to the side and they spun, seeing a man in a tattered grey trench coat walking toward them, the coat having sleeves longer than his arms, tattered at the ends, dragged on the ground and was damp until about mid-shin height, and had a huge hood up over his head, like a grey Jedi robe with longer sleeves. ben raised his left arm, only for Gwen to catch his other before he could slap the core symbol back down. Ben looked over at her, then followed her gaze to a second alleyway, where a second cloaked figure was walking into the street, more and more joining, maybe two dozen in total.

"What is this?" Ben asked.

"The Massster with be pleasssssed with us," the voice from before said from off to one side.

"When we bring him your headsssss," the exact same voice said from off to the opposite side.

"Ideas?" Ben asked.

"I think this might be a good time for Big Chill," Gwen said.

"Good idea," Ben nodded, switching his selection and slapping the core down.

A flash of light later, he took off, exhaling a blast of frozen air onto a line of the cloaked figures, encasing them in ice. However, after a moment, the cloaks began to move around anyway, breaking free of the ground but showing no indication of being troubled by being encased in blocks of ice.

"Alright," Ben said. "Swamp Fire then."

He slapped the symbol and dropped to the ground, forming a fireball in his hands and hurling at a different group, only for them to all drop flat, then rise again after the flames had passed.

"What the..."

Gwen swung a hand, sending out an arc of mana, blasting a line of the figures, only for them to land on their feet, beginning forward again, the entire circle of figures having been closing in slowly since Ben changed into Big Chill.

"What is going on!?" Gwen shouted, blasting another figure, only for him to also land on his feet.

Max shot one of the figures experimentally, the blast punching completely through the figure's chest. However, after a moment of standing motionless, the figure continued walking.

"Impossible!" Ben gaped.

"I think we might need to rethink our strategy," Max said, looking around.

"Who are these freaks?" Ben asked.

"I don't know," Max said. "But we need to get out of here."

"On it!" Gwen said, forming them a mana platform that shot into the air then prepared to fly forward, only for one of the cloaked figures to leap off of the ground, reaching them easily.

His hood flew up a bit, exposing his pale, off-white, scaled skin, slit pupils, greasy black, shoulder-length hair. He grinned wickedly, his teeth all long, needle-like fangs, each about three inches long and spaced about an inch, allowing them to interlace, the fangs extending in front of the opposite side's gums. Before he could do anything else, however, a flash of green light enveloped Ben and one of Fourarms' fists exploded into his face, sending him exploding into the ground again. Then, the platform was moving, a strand of mana anchoring the three of them on it as it sped away from the cloaked figures. Ben looked back just as the Ultimatrix reverted him to normal. Behind them, the cloaked figures all watched them go before turning and walking back into the alleyways, disappearing in seconds, including the one he had punched.

"Who were those guys?" Ben asked.

"No idea," Gwen said all three falling silent for a few minutes as they flew. "I'm setting us down."

Ben and Max both nodded, and a few seconds later, they were standing on the ground. They looked around, but the coast seemed clear. They began to walk through the city again, but again there was no sign of anyone.

"I wonder where everyone is," Ben said. "Do you think they're just too afraid of those guys in cloaks?"

"There weren't _that_ many, right?" Gwen asked. "I mean, to hold an entire city hostage?"

"I _do_ do good work, don't I?" the same raspy voice from before hissed as the same cloaked figures began to step into view.

They all formed a tight circle, Ben preparing to use the Ultimatrix.

"I'll give you only one warning," the voice hissed from a different direction, as though all of the people had the same exact voice. "Sssubmit yourself peacccefully and you will be allowed to live with minimal pain."

"What do you want?" Ben asked, glaring at them all.

"The Massster is a man of simple tasssstesss," the voice hissed. "He only wantsss the girl and the watch."

Ben's eyes narrowed. "He's not laying a finger on either of them." He slapped the Ultimatrix's core down and the resulting flash left AmpFibian in his place. Ben instantly took off, darting into the ranks of the cloaked figures, any that he passed through being blasted with electricity, however, it wasn't perfect. They shook and trembled on their feet, then continued standing. Finally, Ben shot into the air, electricity gathering in his arms as Gwen and Max joined him in the air on a mana platform. One of the cloaked figures leapt off the ground at Ben and he shoved his arms forward, a massive bolt of electricity flashing out and blasting into the figure, blasting it back into the ground, branches of electricity arcing outward instantly and blasting several other figures. This time, those that were hit collapsed. Then, snakes slithered out of the cloaks, burned in places and retreating from the fight. They all stared in surprise before all of the cloaks fell away, hundreds of snakes swarming across the ground, probably a lot more, maybe tens of thousands, swarming around the ground, leaving only the one Ben had blasted, the same he had punched before.

He stood, glaring at them. "I worked hard to get thisssss city under control. My children killed many foolish ssssitizens that tried to resissst. Finally, the entire sssity behaves itsssself, and allowes the Massster to do as he wishesss. I will not allow you to jeparissse that."

"So to free the city we've just gotta beat you," Ben said. "Good to know."

Suddenly, the writhing mass of snakes began to move, condensing into a massive pile before growing, the man stepping into the pile before it grew into a massive person, roughly the size of Humongusaur. Ben shot down, turning himself intangible and focusing his electricity before reaching the giant. However, before he could pass through it, the giant's foot swung forward, breaking a fire hydrant. The water exploded skyward, slamming into Ben directly in a massive flurry of electric arcs and a pained scream. Gwen caught Ben, who hung from the mana tendril limply, only for the monstrosity to step forward, drilling a punch into Ben's entire body, shattering the mana tendril and sending him exploding into a building further down the road.

"Ben!" Gwen screamed.

"Look out!" Max shouted, tackling her off of the platform just before one of the monstrosity's fists crashed down through it in a downward punch.

Gwen caught them on another, flying them to Ben and dropping beside him, pressing the Ultimatrix symbol and reverting him to normal, seeing the blood running out of his nose and mouth and that his entire face was swollen.

"Ben!" Gwen gasped. "Oh my God! Please wake up! We need you!"

Not receiving a response, she reached over to his Ultimatrix, quickly spinning the faceplate before depressing the core. Light flashed instantly and left Ben as Goop, its head deformed for a moment before fixing itself. After a moment, Ben sat up and tapped his Ultimatrix symbol, returning to normal, now unharmed, but swaying heavily when he stood.

"Are you alright, Ben?" Gwen asked.

"No," Ben said, on hand to his head. "I'm going to keep this thing busy. You guys need to figure out a way to stop it."

Both nodded and Ben selected one last alien. He sprinted forward slapping the Ultimatrix back down as he ran, the flash of light leaving him as Ultimate Humongusaur. He rammed his shoulder into the monstrosity, sending it reeling. However, As soon as he did, its torso thinned and its right arm suddenly shot outward in a punch, exploding into Ben's face and hurling him backward, several dozen snakes flying free of the swarm as well. Ben crashed down hard and rolled before standing, He held his arms out, both transforming into missile launchers, only for the thing's still-massive arm to crash down on his back, flattening him into the ground. Ben groaned, looking to the side to see Max and Gwen standing in a circle of snakes. He reached out to them, but before he could reach them, the massive walking swarm of them reached him, slamming its foot into his face and flipping him backward.

"Ben!" Gwen shouted.

It stomped on his torso, but Ben's tail swung around, crashing into its side and hurling it off. Ben rolled instantly, grabbing Gwen and Max just as the snakes lunched, saving them. Ben set them off to the side and stomped on the snakes that had been around Gwen and Max.

"Don't you dare hurt my children!" The freak in control of the snakes raged. "I'll kill you!"

The mass of snakes sprinted at him, much faster than before, and ducked under one of Ben's punches, drilling his own into Ben's jaw, snakes raining down at Gwen and Max. Gwen formed a shield, but one hit the edge of it and flipped, its fangs catching Max's hand, making him shout in pain.

"Grandpa!" Ben shouted. He turned back to the front, only for the thing to drill another punch into his face, throwing him backward again. Ben pushed himself up and charged, moving to tackle the swarm, only for it to fall apart, snakes washing over him before reforming, holding Ben by the ankles. It turned, swinging Ben through two buildings before hurling him down the road. Ben crashed down and rolled to a stop before starting to stand, only for the swarm to stomp on him again. This time, it was Gwen who intervened, a massive beam of mana exploding into the swarm's back, blasting snakes apart rapidly, making it stagger away from Ben.

"Get up Ben!" Gwen shouted.

Ben struggled to stand, swaying badly even before he was on his knees. He collapsed once, beginning to try again. He made it to his hands and feet just before the swarm slammed a kick into the side of his head, dropping him again, rattling his already shaken brain. Ben would be shocked if he escaped a concussion. He started to get up again as the swarm, ignoring a blast from Ben and using its arm to shield itself, reached her, kicking her and sending her crashing into a wall, rendering her unconscious.

Rage flooded Ben. "Gwen!"

He pushed himself up and formed his arms into a pair of missile launchers, opening fire at the swarm, however, holes opened in its body, allowing the projectiles to explode behind it against a building. A corner of the building exploded, dropping a chunk of steel beam with concrete attached to the upper half of it. The swarm picked it up as Ben charged. Ben barely registered it was there. He wasn't thinking strategically, or he'd probably have kept trying raged weapons. Instead, he threw a punch at the swarm. However, the swarm's torso shrunk again as a third arm formed, catching Ben's punch before his main pair swung the steal beam like a bat, connecting concrete to skull, the concrete shattering. Ben crumpled on the spot, reverting to normal less than a second after hitting the ground. The swarm roared before breaking apart, leaving the man controlling it standing amongst his prey. He grinned, turning on Max, who's arm below his elbow had dark purple lines spiderwebbing along it where the poison had already spread.

"Sssnack time," the man hissed.

"Stop," another voice said, the man turning and bowing to the man who had broken into the museum. "No one shall die today. Take the old man to the hospital. Tell them that I've given them permission to save him, and have advised against failing. I shall take the young Tennysons back with me personally."

"Yes Massster," the man bowed. "Of coursssse."

The man picked up Max over his shoulder and walked away. As he did, the man from the Museum picked ben up and slung him over his right shoulder before lifting Gwen under his left arm, walking away calmly.

* * *

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	4. Chapter 4

I do not own Ben 10 or any of the characters.

* * *

Gone

Ben groaned as he stirred. The first thing he was aware of was the agonizing pain in his head, most likely borne of having been beaten to multiple concussions in one day. Next was the fact that he couldn't move, and could feel something binding his wrists and ankles.

"He wakes," a familiar voice said.

Ben opened his eyes, spotting the man from the museum. "You! What did you do with my Grandpa and Gwen!?"

"Have no fear," the man said calmly. "Your grandfather is currently being treated at a hospital. Consider it a...curtesy from me to you, out of respect for you and all you've done for this planet, as well as for the power you wield. Your cousin, on the other hand, is currently being held elsewhere in this facility. She is equally safe. You will see her soon enough. However, first, there is something else you must do."

"What's that?" Ben snarled.

"You will give me the Ultimatrix," the man said.

Ben thrashed instantly, desperately trying to break free of the metal rings holding him in place.

"You're wasting your energy," the man said. "You've no need to fear. I have no intention of using it to further my own goals. I am satisfied enough with my own power. I merely wish to remove the threat of someone like Vilgax getting their hands on the Ultimatrix. Or worse than Vilgax, such as Aggregor. You see I've spent my entire life studying the Omnitrix and Ultimatrix. And I've come to a conclusion. That watch is too dangerous to remain. It must be disposed of. So I shall dispose of it. Azmuth believed he was creating a way for people to understand each other. But he was wrong. All he created was a weapon. A weapon that I have finally learned how to remove and destroy, without harming you, at least, not as bad. It will still be excruciating, but you will not die."

As he was speaking, he was placing a large device with several long metal blade-like fingers extended from around an opening in a square. Then, he set it over Ben's arm so that the blades were around the Ultimatrix and pressed the green button. The opening began to glow blue for a moment before electricity arced out of it, hitting the Ultimatrix less than a second before Ben began to scream in agony, thrashing violently. His vision bleached white instantly as he felt as though his skin were tearing, burning, and being stretched far past what it should all at once. He knew from experience that the last one was actually true. His skin had fused to the Ultimatrix, so with the method of removal this man was trying, it would have to literally be torn free. But it wasn't coming off. Something felt wrong. His arm was heating up. And he felt like something was beginning to vibrate. he could hear the man's voice, but he couldn't process the words. He sounded displeased, though. Confused even. Something was definitely wrong.

He felt desperation flood him. He couldn't lose the Ultimatrix. He needed it. He couldn't save Gwen if he didn't have it. He couldn't protect his home. He needed it. He couldn't be a hero for the people he loved without it. Slowly, he felt it beginning to give, though the vibrating began to rapidly grow worse, more definite and unmistakable. Something was fighting it. He felt one spot tear free of the Ultimatrix, only to almost instantly reattach. Another spot broke free and returned. It was like the Ultimatrix was struggling to cling to him, to stay with him. But the spots losing their grip were speeding up. It was starting to slip away. And still the vibrating was nearly shaking his bones apart. He blinked several times, gritting his teeth and forcing his brain to process his sight as he looked over at the Ultimatrix. The entire thing was glowing an angry red, and there was blood pouring out from under it. However, it was starting to rip free of his arms around the sides. And he could see it vibrating, the thing appearing blurred from the intensity of its vibrations.

Then, there was an ear-splitting _snap!_ as the core cracked down the center. White-hot agony exploded through him instantly from his wrist under the Ultimatrix, more blood leaking out from under it. Then, there was another _snap!_ Then another. Then several of slightly quieter ones. Ben focused his sight again, staring at the deep fissures spiderwebbing across the Ultimatrix's core. Then, with a sound like a blast going off, the core all but exploded up into the machine, causing it to explode as well. The Ultimatrix's wrist strap slid off of Ben's arm and dropped to the floor, and all was silent. Ben blinked several times before opening his mouth to speak only for veins of white-hot agony, like liquid fire and crushed glass, to flash across his entire body from his wrist, his body spasming and consciousness fleeing instantly.

* * *

Ben groaned as he opened his eyes, looking around. He was hovering in a void, nothing but darkness around him. Floating would be a better word. Or suspended. He just existed. After a moment, something began to form before him. He squinted before his eyes shot wide open as he stared at Diamondhead. His mouth fell open, and he tried to find something to say, but words failed him.

"Ben Tennyson," the alien said.

"Tetrax?" Ben asked.

"No, Ben," Diamondhead said. "I'm the Petrosapien you've been using through the Omnitrix and Ultimatrix."

Behind Diamondhead, more of Ben's aliens began to manifest. Heatblast, Wildmutt, Chromastone, Swampfire, Humongusaur, Goop, XLR8, Grey Matter, Fourarms, Stinkfly, Upgrade, Cannonbolt, Wildvine, Eye Guy, Way Big, Echo Echo, Jetray, Big Chill, Spider Monkey. Basically every alien Ben had ever transformed into, and countless more that he had never seen. There were thousands forming, so many that he couldn't even see the end of them, and they began to fill the void around him completely.

"What's...what is this?" Ben asked.

"We're the DNA samples from the Omnitrix, and later the Ultimatrix," Heat Blast said.

"We're sorry Ben," Upgrade said.

"We tried to fight it," Swampfire said.

"The pull was too strong," Nanomech said.

"That coward ripped us off your arm!" Rath said bitterly.

"We couldn't hold on," said an alien that looked like it was made of light blue slime and had a humanoid body formed from a puddle, similar to Goop but without the controlling device and with a more obvious human form.

"But we _were _able to keep him from getting us," Grey Matter said.

"We have to go," Wildvine said, several of the aliens beginning to fade.

"No!" Ben said. "You can't go now! I need you! I have to save Gwen! I can't do it without you! I'm powerless without you!"

"You're not Ben," Diamondhead said. "You never were."

"We didn't make you a hero," Brainstorm said. "We just helped you be a better one."

"But the Ultimatrix is gone now," NRG said.

"So we're going to disappear," Fasttrack said.

"We're sorry Ben," Chromastone said.

"This will be the last time we can help you," Fourarms said.

"We leave it all up to you," Heatblast said. "You can do this Ben. You're still a hero."

"Save Gwen," Diamondhead said as all of the others faded, leaving only him, though he began to fade as well. "Do your job. And no matter what happens, never forget, we didn't make you a hero. We just loaned you our powers to give you a hand."

Then, Diamondhead, too, was gone and darkness once again swallowed Ben.

* * *

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	5. Chapter 5

I do not own Ben 10 or any of the characters.

* * *

Drugged

Ben groaned as he stirred. His entire body felt wrong. Everything felt too heavy, and too hot. His vision was off as well. It kept shifting in and out of focus, and colors kept shifting, as though his brain had forgotten how to see what color something was. And then, there was the pain. His entire body still felt like it was on fire, and every beat of his heart make the pain jump before settling. However, it _was_ starting to settle slowly. Finally, Ben pushed himself up, looking around the stark white room. He could see the door, but it looked like an elevator door, and even at a glance he knew it would be locked. He could even picture the locking mechanism, a punch of rods and levers with thick steel rods extended out of the top and bottom of the door. He blinked. How would he know what the locking mechanism looked like?

A groan off to the side distracted him and he turned to look, shouting in surprise as he spotted Gwen lying on the floor in the fetal position, legs pulled up to her chest, one hand pinned between them and her body, and the other not in sight. He stood, swaying for a moment before sprinting to her, dropping and skidding to a stop beside her barely a second later.

"Gwen!" Ben said, gently shaking her shoulder. "Gwen! Are you alright?"

"Ben?" Gwen's voice asked, but it sounded off somehow.

Ben was about to respond when a smell suddenly hit him like a wall. It was thick, musky, and sent his mind reeling. He instantly knew what he was smelling, but he couldn't understand how or why. He blinked, staring down at Gwen, eyes widening this time as he realized he had misunderstood her position. She wasn't unconscious. The hand between her legs and body was kneading her breasts roughly, and the other hand, the one that had been hidden from view, was currently inside of her leggings, her skirt pulled up around her waist out of the way.

"Gwen...what are you..."

"Ben...help me," Gwen pleaded, voice even thicker and more husky than before as she pulled her hands away from her body and pushed herself up slowly.

"What's wrong with you?" Ben asked worriedly, cupping her cheek and making her look up at him, seeing the glassy look in her eyes.

"It won't stop," Gwen said, voice growing more and more thick by the second. "My body won't stop burning." Then, she tackled him, Ben shouting in surprise as she pinned him down, mashing her lips to his, forcing her tongue into his mouth and pressing her drenched leggings against the crotch of his jeans instantly. "Help me Ben. Help me make it stop."

Ben pushed her away, eyes still wide with shock and confusion. "What are you doing!?"

"Fuck me Ben," Gwen purred seductively, crawling back over to him, Ben too stunned and confused to stop her from mounting him again. "Make me cum. I want you to fuck me hard."

Again she grabbed Ben, mashing her lips to his and Ben struggled to fight back, only for his body to begin to give in, his lips and tongue sliding against her own hungrily even as he struggled to push her away again. He fought harder. He couldn't do this. She was his cousin. It was wrong. He couldn't do this. He couldn't want this. Couldn't feel this. That was the deal. That was the promise. Never again.

Finally, he managed to push Gwen away enough that their lips disconnected and he began to pant, suddenly realizing that he could barely catch his breath, and that his pants were entirely too tight. And he felt hot. His whole body was starting to burn. He felt lightheaded from oxygen depravation and from his heart beating so fast it felt like it might be bordering on cardiac arrest.

"Gwen, what's wrong with you!?" Ben asked, panic beginning to set in. "Snap out of it! Look at what you're doing!"

"I'm not doing anything yet," Gwen said. "But hopefully you can be on that list soon."

Ben's eyes widened just before a speaker crackled to life.

"Don't blame your cousin, Ben," a voice said, Ben recognizing it as belonging to the man who had broken the Ultimatrix. "As you can see, she's not in her right state of mind at the moment. You see, my plan for you was to remove the Ultimatrix from you and dispose of it. It didn't exactly happen the way I had hoped, but it _did_ end up working out."

"Who the hell are you?" Ben demanded, Gwen slipping out of his grip and mashing her lips to his, only for him to roll them over, Gwen moaning instantly, only for Ben to pull back, pinning her hands.

"Yeeeesssss, that's it Ben," Gwen moaned. "Make me yours."

"Snap out of it!" Ben shouted.

"She can't," the man's voice said from the speaker. "To answer your question, I'm an Osmosian, you may call me Hijack. As for your cousin, my plan for her was much simpler. I'm going to break her mind and make her my slave. I'll use her to please myself as I wish, and then when necessary, I can take her powers. Currently, what you're seeing is a sneak peak of her inevitable future. She's been injected with the bodily secretions of an alien on a little known world in a system with no sun. The secretions are incredibly valuable however, for a wide range of uses. Performance enhancers, size enhancement, date rape drugs. Or, if injected in a pure form directly into the bloodstream, it acts as the universe's most powerful Aphrodisiac. At this point, your cousin is going to be consumed by her desire until she loses her mind. And the only cure for the drug, is for her lust to be satisfied fully. Also, if not cured within the next twenty four hours, your cousin will die."

Ben's eyes widened and he stared down at Gwen, who had gotten impatient waiting and had managed to maneuver herself to get one of his legs against her, and was grinding against it, Ben having been too distracted by Hijack to notice. Despite the contact, it clearly wasn't enough, and Gwen's face was contorted in strain and discomfort, low moaning, whining noises coming from her throat as she stared up at him in desperation and need. He couldn't believe this was happening. He _couldn't_ do that with her. but if he didn't, she'd die. He swallowed hard. He didn't have any choice.

"I'm so sorry Gwen," Ben said.

"Please," Gwen whimpered. "Help me."

He wasn't sure if it was drug-addled Gwen or normal Gwen talking, but either way, his response was the same. He pressed himself into Gwen, Gwen moaning appreciatively and pressing against him, mashing her lips to his. This time, Ben surrendered to the kiss, licking, nipping, and suckling with as much hunger as she was. Gwen rolled them over, placing herself on top again and ground down into him hard, her drenched leggings quickly forming a wet spot on the front of his jeans. However, after a couple of seconds, Gwen corrected that. She pulled back, both hands glowing with mana suddenly before their clothes did the same before tearing off of them of their own volition, leaving both completely bare. Ben's eyes widened as he stared at Gwen, his breath caught in his throat. Her slick, skin-bald pussy was dragging against his member, which was rock hard and struggling to stand up properly, only for her slick lips to slid from base to tip along the top of his shaft and back again repeatedly. As she did that, her arms, which were on his chest for support, pressed her firm, perfect breasts together, making them seem even bigger. Her face was a mask of pleasure and mewling, moaning, whimpering noises were rolling out of her freely. Ben felt his head growing light again, his tongue starting to feel dry as his skin began to heat up even more.

Ben reached up, beginning to knead Gwen's breasts roughly and Gwen moaned loudly, only for Ben to sit up and mash his lips to hers, their tongues meeting instantly. Hijack was talking again, but his voice was barely able to register in his brain. Something about Pheromones, and about transmitting them by physical contact. He didn't care. He had already lost himself to all that Gwen was. He pushed herself onto her back and began to kiss her way down her body, but she rolled them back over instantly, straddling him and lining him up with her slit.

"Fuck me Ben," Gwen moaned, lowering herself onto him.

Ben groaned. She was so tight. She was even tighter than Julie when Ben had taken her virginity. Suddenly, Gwen dropped, something inside of her tearing. Ben's eyes flew wide open, but Gwen was already bouncing, crying out in pleasure as her fingers worked her clit rapidly. Ben groaned. it was too tight. Too hot. And she was moving way too fast. It wasn't anything like he had imagined. There was no hesitation, no awkwardness. There was only desperation and a frenzy. Ben's own hips bucked up into her in time with her thrusts, burying himself deeply into her again and again as she rode him. For an instance, Ben was a little angry that their first time was because of drugs, and that it was meaningless sex. but that thought was almost instantly washed away in a tidal wave of memories. Them as children, when they had both just recently hit puberty. Ben admiring Gwen's developing figure when no one was looking. Old fantasies born of too much porn and the early stages of puberty, all of which featured the redhead. Then, there was the memory of Xenon, and of Gwen being eaten by a Wildvine.

Ben forced the memories away, focusing on the present, retreating into the pleasure and bliss he so desperately wanted to never end, yet so desperately wanted to stop. He loved it, and that terrified him. He rolled them over, instantly mashing his lips to Gwen's, allowing the hunger in her kiss to wipe the thoughts from his mind as he rammed himself into her at a frantic, rapid pace that quickly had Gwen crying out into the kiss. After several more minutes, Gwen snapped, her body bucking and jerking as she screamed, breaking the kiss as her insides spasmed around Ben.

"Oh yes!" Gwen cried out, hips bucking against Ben even as she continued to spasm and jerk. "Fuck me Ben! Fuck me harder! Make me your bitch! Make me cum harder!"

Ben grit his teeth, struggling to hold his own head up as he drilled her sopping pussy. Slowly, her orgasm began to settle down, but her screams didn't seem to be slowing down. If anything, they seemed to be getting more desperate. Ben felt an all-to-familiar pressure begin to build and fought it back, only for his cock to begin to ache with the need for release. Gwen grabbed him, pulling her lips back to hers, biting his lower lip almost harshly as he slammed into her again and again.

"Ohmygod!" she panted in between kisses, voice frail and weak. "Yes! Ben! You feel so good! Please! Don't stop! Never stop! Oh fuck! I'm cumming again!"

Ben opened his mouth to warn Gwen that he was about to as well, only for her to sit up, mashing her lips to his in a desperate kiss as she screamed, insides clamping down and her legs locking around his waist. Ben's body once again betrayed him, and instead of even trying to pull out, he slammed forward, actually feeling himself reach her cervix just as his cock erupted, Gwen screaming in pleasure as wave after wave of semen flooded her, overflowing within seconds. Ben shuddered and thrust several more times, each thrust sending even more semen into her, Gwen moaning loudly each time a fresh wave filled her. Finally, Ben felt himself coming back down from his orgasm, only for Gwen to roll them over, almost instantly beginning to bounce, her head tilting back and her cries of lust and pleasure flying free. Ben, hypersensitive as he was, was unable to stay quiet either. He was almost as loud as her, yet he didn't even consider stopping. He thrust up into her even more ferociously than he had before, Gwen slamming herself down on him with equal force and speed. A foggy thought made a valiant attempt at passing through Ben's mind, something about him being confused about why it felt like he was more desperate to have sex with Gwen the more they went, but it was quickly shoved aside when Gwen screamed, clamping down on him and spasming, speeding up even more as a mixture of their juices began to spray out of her. Then her spasming, milking inner walls dragged him over the edge again with her, ben streaking through the sky as his hands latched onto her hips, using them to slam into her even more forcefully and rapidly as he fucked her through both of their orgasms.

Once he had finally emptied himself in her again, however, Gwen lifted up off of him, dropping to her hands and knees, facing away from him. In an instant, he was kneeling behind her, shoving himself roughly back into her and slamming into her, one hand reaching around to rub her clit just as roughly as his free hand reached around in front of Gwen, wrapping around her throat and squeezing as he used that hand to yank her backward into him with every thrust. Gwen kept up perfectly, gasping for breath when she could and slamming herself back into him, one of her hands roughly squeezing her breasts and toying with her nipple. Ben kept slamming into her even as he began to feel pressure building in him again. But it was different this time. It physically hurt within seconds, and felt like it was going to tear him apart. He grit his teeth, fucking Gwen harder, desperate for relief, and he could feel Gwen's desperation in her own bucking. However as the pressure continued to build, Ben actually felt a flash of fear, and felt himself slipping, losing sense completely.

Then, Gwen screamed, jerking so violently that if he hadn't been holding her against him so tightly she'd have jerked off of him completely. She continued to scream, though, as her body shook and jerked like she was having a seizure, her eyes rolling back into her head as her orgasm continued, Ben slamming into her still. Then, just as ben considered easing up on her, even through his void of lust and need, his own end hit him so hard and so suddenly that he actually choked up on his scream, falling completely silent and completely unable to breathe as he bucked, and jerked, and shook every bit as hard as Gwen, his seed flooding out of him, only to spray out of her a moment later. Ben's hips tried to keep fucking Gwen, but they were jerking too badly to, so after a moment, he jerked back and slipped out of her completely. However, before he could stop himself, his hips had bucked again and he was back inside her, except that this time, he was in a much, much tighter hole and Gwen was screaming in pain and pleasure combined, her orgasm suddenly redoubling. Ben's cock continued to fill Gwen, filling an entirely new hole this time, before, finally Ben was empty and he collapsed to the ground, suddenly exhausted, vision darkening around the edges rapidly and spreading inward. His head lulled to the side and he saw Gwen had fainted, lying beside him, her hand having landed in his. He took it and smiled, squeezing lightly before allowing the darkness to claim him.

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	6. Chapter 6

I do not own Ben 10 or any of the characters.

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Fury

Ben's head was still spinning as he began to stir. It took him several long seconds to remember where he was, or what was going on. And when he did, revulsion flooded him. How was he supposed to live with himself, knowing what he had done? Ben's entire body was still sore, but from the amount of pain, he was able to gather that he was chained to a wall and hanging by his wrists, since his wrists felt like they were on fire and his shoulders were straining under his body's weight. And why was Ben's head throbbing so painfully? Every time the noise sounded, pain lanced through his head. His mind suddenly sharpened at the realization that there even _was_ a sound. He focused, ignoring the pain the sound was causing him. It was a slapping sound, but that wasn't quite accurate. It took him a moment to realize why. There were two sounds. A wet sucking sound, followed immediately by an equally wet slap. Ben's eyes flew open and his mouth fell at the scene before him. Gwen was now in the center of the room on a mattress with a chain extending up through it, attached to an metal collar she had around her neck, which had glowing blue lines around it. ben recognized it as a power dampening collar. On the floor beside the bed were, not one, but _two_ syringes, both empty, that Ben somehow knew had once contained the same aphrodisiac Ben had just worked to free Gwen from. However, all of this registered in Ben's brain only as useless information. Instead, he was staring at Hijack, who was kneeling behind Gwen as she was on all fours, fucking her roughly, and grinning wickedly all the while.

"Your cousin is awake Gwen," Hijack grinned. "He's going to see you having sex."

"Yyyyeeeessss!" Gwen moaned. "Ben! Watch me!" Watch me cum on Master's hard cock!"

And then she did just that, shaking and crying out, and bucking back against him as her face morphed into an expression of orgasmic bliss. Then, Hijack groaned as he also finished, yanking Gwen back against himself as he did, his semen flooding into Gwen and dripping onto the already drenched mattress. Clearly this wasn't the first time either had finished. Once he had finished filling Gwen, Hijack lay back, lifting Gwen onto him and lifting her off of his dick long enough to turn her around before dropping her back onto himself.

Gwen cried out in pleasure as she was impaled on his dick again. "Yes! I love Master's hard cock!"

"Really?" Hijack grinned. "Is it better than your cousin's?"

"Yes!" Gwen moaned, riding him hard. "It's so much better! It's the best! Please let me cum on it Master!"

"Even better," Hijack said, grinning wickedly at Ben. "You can cum on your Master's dick, _and_ kiss him."

Gwen instantly bent forward, kissing Hijack with as much ferocity as she had shown Ben before, riding Hijack a few more seconds while rapidly fingering her clit before screaming and coming again. Ben watched the display with a wide range of horrible emotions flooding through him, all muted only slightly by his shock. There was disgust at having to watch someone touch Gwen like that. Disgust at seeing her kiss him, and cum from his actions. Pure revulsion at him cumming inside of her. Her words had hurt him, and filled him with disappointment, jealousy, and bitterness, though he knew that was Hijack's plan. But finally, Ben's mind settled enough for one, all-encompassing emotion to flood through him, burning away all the others, and shattering his prison of shock. Fury. Pure and unrestrained. And with it came pure hatred, except that fury and hatred weren't strong enough words. In the amount of time it took Ben to blink, a million scenarios of how he wanted to hurt, break, torture, and kill Hijack had already flooded through his mind.

Ben grit his teeth, entire body trembling as his blood began to boil, a searing, painful warmth flooding through his entire body rapidly. Then, a pressure began to build. His anger began to spike dangerously and rapidly, quickly blotting out the sounds of Hijack raping Gwen. His blood began to roar in his ears as his neck throbbed with the pulsing of his carotid arteries, his head pounding with every beat. His jaw and teeth began to hurt from gritting them. Then, the pressure doubled, then tripled. Suddenly, a deafening, bloodthirsty roar tore out of Ben's throat as the pressure spiked and flooded into his arms. He heard the sound of metal screeching as it was completely mangled and he fell, landing on his feet. He didn't question anything. He didn't even stop to look at his arms. They felt heavy and stiff, and he decided that was good enough. in the blink of an eye, he was standing over Hijack, who's eyes were wide with fear, and he drilled a punch down at Hijack's face, only for Hijack to vanish out from under Gwen. Except, it wasn't a punch that hit the mattress. It was a diamond blade, like he used to be able to form as Diamondhead. It stabbed down through the mattress and Ben stopped staring at it as his vision filtered back to his head through his fury.

"Last time you can help," he grinned wickedly, licking his lips. "You fuckers mutated my DNA to give me your powers permanently."

Just then, a blur shot over from the door, Hijack appearing behind him, slashing downward with Aggregor's spear, only for Ben to spin, his right diamond blade shifting into a gauntlet as Ben felt his speed and strength both jump through the roof. A moment later, his gauntlet shattered Hijack's ribcage and there was a Hijack-shaped hole in the wall.

"Ben, fuck me!" Gwen moaned, gabbing his leg, only for Ben to walk away.

"Stay here," he snarled. "I'll be back for you once I kill him."

He gripped the edges of the hole with both diamond-encased hands and shoved outward, ripping the hole wide open and walking through. Before him, there was a long hallway, with Hijack lying in a crumpled heap at the far side. Just as Ben started down the hallway, the roof above Ben was suddenly ripped skyward and a massive hand formed from snakes reached for him. Ben snarled in rage. This was the fucker that had hurt Grandpa Max. Ben tilted his head back and roared, waves of supercharged sound exploding out of his mouth and obliterating the entire arm's worth of snakes before Ben shot into the air using Ghostfreak's powers. He faced the massive snake structure and inhaled before roaring again, the entire swarm of snakes being blasted into paste this time, their controller crashing to the ground and groaning.

"I'll kill you for hurting my children!" he seethed. "I'LL KILL-"

He was cut off by Ben firing a barrage of diamond shards into his face and chest, killing him instantly. His body slumped to the ground and Ben turned just in time for a blood red energy blast to explode into Ben's chest, hurling him backward. Ben crashed down in an empty room filled with clothes and shrugged, standing and pulling on a pair of boxers and jeans before flying into the air again. Before him, Hijack was floating with a massive pair of blue moth wings. Both of Hijack's hands were encased in diamond, much like Ben's own, and both were on fire.

"You didn't touch me," Ben snarled.

"I don't have to," Hijack snarled. "I can copy anyone's powers within a five hundred foot radius."

"Then why didn't you steal Gwen's?" Ben asked.

"Anodite powers are different," Hijack snarled. "My ranged absorption is limited to DNA-related powers. Anodites have no DNA."

"I see," Ben nodded. "Good. Then I'll be able to kill you with ease!"

He exploded forward, streaking through the air in a blur and tapping into Fourarms strength, at the same time expanding his body and lighting his hands on fire. Hijack shot forward as well, also growing and speeding up. However, when their fists connected, Ben's flames exploded, and his added super strength crushed Hijack's entire forearm, shattering his diamond. then, as Hijack was streaking backward, Ben's eyes unleashed a pair of energy beams as thick as a basketball. The blasts exploded into Hijack's chest and sent him exploding into the ground, plowing him through it for several seconds before Ben dropped to the ground and blurred after him. Suddenly, Hijack shot out of the ground in front of Ben, then passed through him, encasing him entirely in three feet of ice. However, just as he landed behind Ben, the ice exploded off of Ben, and Ben spun, roaring and sending soundwaves exploding into Hijack, launching him. Hijack flipped, planting his feet before suddenly expanding rapidly, growing until he towered over the city. He lifted his foot to stomp on Ben, but Ben sped out of the way. Hijack growled in frustration and shrunk back down just in time to duck under Ben's fist. Then, he grinned, beginning to pummel Ben rapidly, beating him back faster and faster, adding more and more power to his blows as he dealt them. Finally, he jumped and spun, slamming a kick into Ben's jaw and sending him exploding along the road. Ben crashed down hard, groaning, and Hijack roared, a massive wall of soundwaves exploding into Ben and hurling him still further. As Ben crashed down this time, however, he liquified, splattering across the ground before reforming and standing, his skin a transparent blue for a moment before he absorbed the puddle below him and held his hands out. Hijack smirked, holding his own out, and a moment later, the air between them was filled with diamond shards, lightning bolts, fireballs, and energy blasts, everything exploding into bigger and bigger fireballs.

Then, Ben dove to the side, flipping and setting his hand on top of a destroyed car and the entire thing turned black with green lines spreading over it before breaking apart and forming into a gigantic laser canon around his arm. The cannon fired, instantly being blasted apart by the recoil, and a massive blast of blood red energy exploded into Hijack, sending him skidding backward, though he had turned his skin to diamond, sparing himself an otherwise fatal blow, though his shirt was ruined. Hijack shot forward instantly Ben moving to meet him, both throwing a punch. Then, Hijack was to Ben's left, his jaw exploding into Ben's lower jaw and shattering it, sending Ben exploding along the ground, flipping and spinning. Just as he was about to land, Hijack was suddenly behind him, his foot exploding into Ben's back and sending him exploding along the ground again. Then, Hijack was in front of him again, an uppercut exploding into his gut with all of Fourarms and Way Big's strength, blasting Ben into a thick blue paste, which all shot skyward before reforming into a single sphere. Then, tiny spheres of it began to fire back at Hijack like a machine gun, the ground where Hijack had been all but exploding. As Ben stood from the dust, Hijack appeared over him, punching downward, only to hit nothing but the ground, shattering it. Then, Ben exploded down on his back with his fists clasped, the impact decimating the ground. However Hijack had teleported again just shy of meeting the ground. Suddenly, ten needles stabbed into Ben's back, electricity flooding through him, Ben screaming in agony as his energy fled rapidly, sucked out by Hijack. Then, as Ben fell to the ground, diamond gauntlets crumbling, Hijack appeared in front of Ben, slamming a palm into Ben's gut before a massive explosion of shining white energy went off, Ben not even feeling the pain, despite a hole being blasted through his abdomen, his left arm being removed, and chunks of his skin being burned off, all before he hit the ground and shattered his tailbone and right ankle.

"You're good kid!" Hijack said, walking toward Ben, taking care to stomp on Ben's arm on the way. "You really are! You know your way around these powers! but I've been studying the Omnitrix for years! I know every power it had to offer, and how to work it! You've got no chance!"

Ben's eyes stared at the building where he had left Gwen, seeing her stagger out of the door, still naked and barely standing, face flushed, but fear on her face as she stared at Ben. Then, she fired a mana sphere at Hijack. It wasn't strong. She couldn't concentrate enough for it to be strong. But she was resisting the drug, which should be in full swing at this point, for _him_. As Hijack turned to Gwen, desperation flooded Ben before being followed by agony and liquid fire. Ben screamed sitting up and shoving his hand forward, a spiraling jet of pure white flames exploding out of his hand, his forearm and hand having transformed into Heatblast's. The flames exploded into Hijack's back, sending him staggering several feet before Ben's stump sprayed a massive deluge of green goo onto Hijack. Then, Ben launched another blast of white-hot flames, igniting the goo into a massive explosion, sending Hijack tearing through the ground for a hundred meters before he flipped out of it, liquifying then solidifying again, landing on his feet as Ben stood, swaying unsteadily.

"So you've still got some fight huh?" Hijack asked. "Alright. I'll just steal your energy again!"

However, before he could move, the world around Ben began to disintegrate, small spheres of shining pink energy flooding out of the buildings, ground, and even the air around Ben, leaving the buildings and ground completely missing wherever a sphere formed. Then, as the spheres reached a foot from Ben's body, they lightened into a light blue before sinking into Ben's body. His wounds all began to shine the same shade of blue before the light spread, sealing the hole in his abdomen and forming the silhouette of an arm, before fading, leaving Ben physically completely restored. Except, he was still absorbing mana.

"You're an Anodite!?" Hijack gaped.

"What, you didn't know the Ultimatrix had this power?" Ben asked.

"It _didn't_!" Hijack said. "Anodites don't have DNA for the Ultimatrix to use!"

Ben grinned as he realized what that meant. He really _had_ always had power. And now, he had more than enough to deal with Hijack. He held out his hand and the severed arm beside Hijack began to shine before exploding, hurling Hijack to the side. Then, Ben appeared in front of him, swinging both hands forward, a massive beam of light blue mana exploding into him and sending him exploding into the air. Hijack flipped, inhaling before sending a flood of Stinkfly-goo-enhanced flames at Ben. However, Ben exploded into the air, a blue aura forming around him as his eyes shone blue. His body turned into diamond before he shot through the flames, reaching Hijack and smashing a double hammer fist into his shoulders, sending him exploding into the ground. Then, he shot downward again, mana coating his fist, all but shining from it, as he drilled a punch into Hijack's back with Fourarms' strength, his diamond skin, his mana, and a massive explosion of flames from a fire-type alien slightly stronger than Heatblast. Hijack flipped, landing on his feet and roared, beginning to grow rapidly, mutating as bits and pieces of him began to change until he had become an amalgam of thousands of aliens, maybe more. Then, he shot forward, a vibrating, demonic roar echoing from him as his arm grew into a diamond spike with electricity, flames, light, nuclear energy, and sound waves all swarming along it. However, as he stabbed at Ben, Ben twisted out of the way, bringing a fist up into Hijack's gut so hard that Hijack's body shattered, leaving him in his normal form with Ben's fist implanted in his abdomen, blood running down it.

"Just die," Ben snarled, slamming his other hand into Hijack's chest in a palm strike, an explosion of mana launching Hijack away, his spine remaining firmly in place in Ben's hand.

Hijack's corpse crashed to the ground and Ben closed his hand, snapping the spine with ease before swinging his hands, mana throwing all of the blood and dirt off of himself before he allowed his diamond skin to turn back to normal. Then, he turned just as Gwen threw her arms around him, mashing her lips to his. For a moment, it was different from before. He could sense relief, and joy from Gwen through the kiss. But then the drug finally caught up to her and Gwen moaned, pressing into him, her tongue slipping into his mouth as all of the hunger from before flooded into the kiss. Ben pulled back, pushing Gwen away before picking her up and rocketing into the air and away from the city. As he flew, Gwen tried to continue, so he bound her in mana. He didn't release her until they had landed on an island far from shore where Ben couldn't sense any other life forms save for a few birds. Then, he released Gwen and lay her down, mashing his lips to hers and allowing himself to match her hunger with his own, feeling the aphrodisiac pheromones she was releasing begin to rapidly infect him as well.

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	7. Chapter 7

I do not own Ben 10 or any of the characters.

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Finished

Moans filled the air over their tiny little island as the sun began to set. They'd been going for hours already. Ben wasn't really surprised. With double the dose of last time, he'd be more surprised if it _didn't_ take longer. And he suspected that Gwen resisting the drug's influence to try to save him had probably not helped her situation any. However, it was approaching four times as long as the last time, not including however much Gwen had done with Hijack before. It had been so long that Ben had long since stopped being affected by the pheromones Gwen was releasing. Ben was starting to be afraid it wasn't the aphrodisiac making Gwen act like this anymore. What if Hijack really _had_ broken her?

Ben's thoughts were interrupted by Gwen mashing her lips to his and screaming as she bucked and shook beneath him, her insides spasming and milking him. He silwntly praid for her to finally be cured, but instead, she simply pulled off of him and turned around, getting on all fours and looking back at him, lust shining in her eyes. Ben sighed, drawing in more mana from the air around him, as he had been the entire time, before pushing back into her and resuming his earlier pace. Gwen cried out in pleasure, slamming back against him as he slammed himself into her rapidly, one hand pulling her back against him with each thrust using her hips, the other resting his fingers on her clit, using one of his alien powers to make his fingers vibrate. Gwen absolutely lost her mind, Screaming, moaning, and bucking in a lust-fueld frenzy.

Ben grit his teeth as he felt his own end drawing near again. He had initially used mana to keep himself from finishing, but that had been unbearable with the drug in his system, so instead he simply took in more mana to replace the energy he used up each time he finished. So, a few moments later, once he had, for what felt like the millionth time, unloaded his semen into Gwen, he drew in more mana as he continued. As he did, Gwen began to tremble, her cries going silent as she began to gasp for breath, struggling to even get that. Ben kept slamming into her and Gwen kept slamming back against him, but ahe was growing more frantic by the second. Suddenly, she pulled off of him, flipping around and spreading her legs before grabbing his ahirt and pulling him down into a searing, suffocating kiss. He was caught off guard by the sheer desperation and need in the kiss. Suddenly, he couldn't think. He couldn't catch his breath. He was drowning in Gwen. In her hunger, and passion, and lust. His body bucked almoat as frantically into her as her own did back up against him. He felt pressure beginning to build again, surprised by how quickly she had pushed him over the edge this time. Then, suddenly, Gwen pulled back from the kiss.

"Oh my God! Yes! Ben! I love you! Please don't stop!"

Ben's head spun as he mashed his lips to hers, desperate for her touch, her taste. He wanted to blame the pheromones, but somehow he knew he couldn't. He was too giddy, two warm, too content, after her words for that. But that couldn't be it either. It wasn't allowed. He had promised. He couldn't want to hear her say it again.

Then, she pulled back again, this time to scream as she came, insides shaking and trembling, her body bucking and jerking wildly. "Yeeessss! Ben! I love you!"

Ben felt something inside of him snap. He yanked her back into a kiss, feeling his eyes sting but ignoring it. It was the drug. She didn't mean it. So he couldn't either.

He rammed himself home one last time and his cock erupted, once again pumping her full to overflowing with his seed. Gwen cried out in pleasure one last time as his orgasm triggered another of hers, and for several minutes, both of them were orbitting Saturn, their bodies still trembling and bucking, extending their climaxes. Then, finally, both came back down slowly, Ben slipping out of Gwen and sighing when she fell limp, panting and finally satisfied. He lay beside her, pulling in enough mana to stay awake, then glanced over at Gwen as she pulled some in as well. After several long minutes, Gwen finally broke the silence.

"Where's Grandpa?"

"He was taken to a hospital by the guy that caught us," Ben said.

"Do we have any clothes here?" Gwen asked.

"No," Ben said. "I'll get us some on the way back."

Gwen nodded Nd made no effort to stand. Finally, Ben pushed himself up, lifting Gwen into his arms and taking off, heading back toward the city. On the way, they spotted a small town with a yard sale and Ben gently set Gwen down out of sight before turning invisible and walking to the pile of clothes, grabbing himself underwear, jeanz, and a plain black tee-shirt before grabbing Gwen underwearb a shirt, and jeans. He hurried back to her and passed her the clothes before getting dressed, resting a hand on her shoulded to turn her invisjble as well as she quickly dressed herself. Once she was done, he picked her up again, the pair continuing their flight in silence for a while.

"What happened to the Ultimatrix?" Gwen asked.

"Hijack, the guy from the museum, tried to take it off, but the souls of the aliens inside of it broke it, and their DNA mixed with mine, giving me all of their powers."

Gwen nodded, and they fell silent again. After a while longer, they landed at the hospital, both walking inside and asking after Max at the receptionist desk. They followed the woman's instructions until they reached Max's room where he was just putting some kind of metal dome on the bandaged end of his stump. There was a loud hissing sound and Max groaned through gritted teeth, sweat beading on his forehead. Then, it was over and Max set the device beside the bed, breathing a lot more heavily.

"You're both safe," Max smiled in relief.

However, as soon as he did, Gwen burst into tears, Ben pulling her into a hug, allowing her to sob into his chest. Max's eyes widened in surprise and worry, but Ben simply shook his head.

"Are you okay?" Ben asked him. "Your arm..."

"Hazards of the job," Max said. "I've got a prosthetic in the Rust Bucket."

"We need to go home," Ben said. "As soon as youcre able."

"I'm good to go now," Max said. "I'll call the Rust Bucket."

Ben nodded and sat down, holding Gwen in his arms and comforting her as she sobbed. After few more minutes, the large green jet flew low, landing in the parking lot, Ben and the others heading outside and getting on, Ben closing the door behind them before creating a duplicate of himself to fly while he looked after Gwen and Max attached his prosthetic.

"Apparently I missed a lot," Max said.

"I'll fill you in later," Ben said. "At least, about my powers. The rest...we'll see."

Max looked to Gwen, who was still sobbing into Ben's chest, and nodded. "Alright. I'm going to go get my new arm on."

Ben nodded and turned, guiding Gwen to one of the bedrooms, sitting on the bed and holding her, stroking her back comfortingly.

"Why did we have to come on ththis stupid trip?" Gwen sobbed after a while. "I wish we had never come to Japan! I wish I had never been captured!"

"I'm sorry," Ben said. "I was supposed to protect you and I falied. Please forgive me."

"It's all Hijack's fault!" Gwen said. "If we hadn't let him get away, I never would have had to be raped! I never would have had to have sex with you!"

Ben remained silent, struggling to hide how badly that last statement had hurt him. He felt like he'd been punched in the gut. It _shouldn't_ have happened, but it had. And it was so wrong. Because they were cousins. and Because he had promised himself that he would never allow himself to even _think_ about Gwen like that. And he shouldn't love her. But he did. And he would never be abls to lie to himself about it again.

"I'm sorry," Ben finally said. "I'm so sorry."

"I don't blame you," Gwen sniffed, finally having stopped crying. "You couldn't have stopped it. Besides, you were bei g affected by the drug too. And even when you weren't, you were just trying to save me. Right?"

Ben was silent for a couple seconds. He shouldn't speak. But he couldn't. If nothing else, he needed to be honest. If he didn't tell her now, he'd never be able to.

"No," Ben said, Gwen looking up at him in confusion. "At first, it was because of the drug, and to save you. But...that wasn't it."

"What are you saying, Ben?" Gwen asked, pushing off of him, brows furrowed.

"I...I love you, Gwen," Ben said. "I mean...really love you. I'm _in _love with you. And...I have been for a long time. I first noticed it on Xenon, but...I knew it was wrong, so I forced mgmyself to believe I didn't. I swore to never think about you that way. For a while, it worked. But...I'm sorry. I know I shouldn't. I know it's disgusting, and wrong, and immoral, but...I love you Gwen."

Gwen stared at him speechlessly for a long while before standing. "I...I can't..." tears began to roll down her face. "Dammit Ben! I can't deal with this now! Just stay away from me!"

And then she was gone. Ben sat in silence for a long while. He felt so stupid. Except it wasn't a strong enough word. How could he have thought it was a good idea to tell her that? What was he expecting? His rape-victim cousin, who, by definition, _he himself_ had just raped, would profess her undying love to himb and they would live happily ever after?

Ben sucked in a breath like he had been punched. He had raped her. Not exactly, and he _did_ have good reason, bht it was still rape. Tears began to well up in his eyes and spill over. He lay on his side, facing the wall, and began to cry. He had never hated himself more. He had never truly hanted to die. But there, in that moment of realization, drowning in the reality of what he had done, he wanted to die. No, not die. He wanted to be punished. Deserved to be punished. He wanted to be captured by Vilgax and tortured to death. He deserved that. And worse. So much worse.

Time ticked by in a sort of haze as he cried. He spent most of it trying to will himself to stop living, but it didn't work. Finally, a weight settled on the bed and Gwen set her hand on his shoulder.

"Ben?" Gwen said softly. "I...I'm sorry. I didn't mean to hurt you. Please don't cry."

"It's...not that," Ben choked out. "I deserve to die!"

"What?" Gwen gasped. "For what? You saved my life! You rescued me!"

"I raped you!" Ben snapped, sitting up and glaring at her. "You were drugged and I raped you! I deserve to die! I deserve to be tortured to death! I-"

Gwen slapped him, hard, tears flooding out of her own eyes now. "Don't you dare! Don't you dare compare yourself to that mother fucker! Don't you dare turn that into something it wasn't! You didn't rape me, Ben! You saved my life! If you hadn't done what you did, I'd be dead now! So don't you dare say that you deserve to die for saving me! You can't die! Not now. I can't lose you Ben! I...I love you too much for that."

Ben stared at her. Clearly he had misheard.

"Yes doofus," Gwen smiled. "I love you. I'm sorry I hurt you when you told me earlier. I had never realized how I felt until you told me, and when you did, I suddenly realized how much I care about you too, and it scared me. I was already confused by how much I enjoyed being with you, even after the drug had worn off on that island, and when I relaized that I love you, I was hurt that our first time was just because I was drugged. So I ran. But, I couldn't just leave it at that. I had to tell you the truth. I love you Ben. I...I want to be with you. I don't know how it will work, and I know we won't be able to tell anyone, but I want to be with you. I'll tell Kevin I'm leaving him becuase he's too immature, and...and..."

"Do you...really mean that?" Ben asked. "You'd...choose me?"

"Always," Gwen nodded.

Ben leaned forward instantly, capturing Gwen's lips with his own. As Gwen sighed in relief and returned the kiss, neither noticed Max walking away from the door quietly.

"Ben," Gwen said, pulling back. "You and Hijack didn't...what do we do if...what if I'm..."

"If it happens, we'll figure it out together," Ben said.

"Would you help me raise it?" Gwen asked, fear in her eyes.

Ben smiled. "There's nothing in this universe that would make me happier."

Gwen smiled and thre her arms around him, mashing her lips to his, this time out of joy and love, rather than lust and hunger.

* * *

Ben watched the monitor as Azmuth grumbled about "pain-in-the-ass humans" and about having a headache. Finally, he sighed, turning toward them.

"Ben, you're an idiot," Azmuth said. "But, the DNA blended with your own seamlessly, so you don't have to worry about any negative side effects from it, like losing your mind or a shortened lifespan. It's perfectly safe." Azmuth turned to Gwen. "As for you, J have good news. The child is Ben's, and doesn't have any DNA in it besides human. It may manifest Anodite powers later, but I can't test for that, so you'll have to wait and see."

"Thank you Azmuth," Ben said. "And I'm sorry about the Ultimatrix."

"Don't be," Azmuth said. "That thing was a hunk of junk anyway. Now you two should get going. I have important work to do, and you two still have a cover story to think of to tell your families."

Ben nodded. Azmuth was right. In the last month since Tokyo, no one had found out about them, as far as they new. And shockingly, Kevi. had taken the breakup well, and was with Julie now. Gwen teleported them back to her room and they walked downstairs together, only to freeze in the living room as they saw both of there parents waiting for them, along with Max, Kevin, Julie, and Ken.

"Ben, Gwen, we need to talk," Sandra said.

Both paled, swallowing hard and sitting down on the couch.

"Is there anything you would like to confess?" Natalie asked.

Gwen's head fell in shame, but Ben slipped his hand i to hers and she smiled at him gratefully. "Ben and I are together. During our trip to Tokyo...some things happened and we realized that we love each other. And also...I'm pregnant with Ben's child. We want to raise it together."

Everyone was silent for a long while before all of them smiled, even Kevin and Julie. Ben and Gwen's brows furrowed in confusion.

"Wait, you're not mad?" Ben asked. "None of you?"

"We already knew you were together," Natalie smiled. "Your grandfather told us."

Ben and Gwen stared at him and he smiled, shrugging and rubbing the back of his neck.

"The pregnancy is new, though," Sandra said. "And we're going to have a very long talk about it."

"Sandra-" Ben began, but Gwen squeezed his hand, stopping him.

"It's alright," Gwen said. "It'll be okay."

Ben wasn't so sure, but he nodded. Sandra and Natalie turned and walked out of the room, and Gwen gave Ben a quick kiss before following.

A tense silence followed as Ben waited for the yelling to start.

"What...happened?" Frank growled, teeth clenched.

"Mr. Tennyson-" Kevin began but stopped as Frank levelled his glare at him.

"_You_ shut your God damned mouth," Frank said, turning back to Ben. "Speak."

"It's not my place to tell you," Ben said. "I'm sorry, but if you want to know you'll have to ask Gwen."

"I'm asking _you_," Frank snarled. "What the hell did you do to my daughter?"

"Frank," Max said sternly. "Ben's right. He can't tell you. All you need to know for now is that Ben did absolutely nothing wrong. He didn't rape Gwen, as you're assuming he did. He saved her life."

"By getting her pregnant!?" Frank snapped.

"Frank, calm down," Carl said. "Max wouldn't protect Ben if Ben had rapex Gwen. Besides that, you know both of our kids better than that. Ben would never do that, and Gwen would never allow it."

Frank remained silent for a long while before sighing. "Fine. I'm going to go and check on my daughter."

He left, and after a moment, Carl left as well.

"I suppose it's our turn to come clean," Kevin said. "We know what really happened. Max overheard you and Gwen talking about it on the flight back, then told uz what had happened once you were back. It's why I took the break up so well. I knew it was coming, and I could understand why."

"You could?" Ben asked.

"Tennyson, I figured out how you felt about Gwen when we were kids," Kevin said. "All of us figured it out. We were just waiting for you to finally get together."

"So...you're really not mad?" Ben asked.

"No," Kevin said. "She's always loved you. And you saved her. I _do_ wish I could make that bastard pay, but you dealt with that too. So yeah, you have my full support. Really. And I'll be around to teach Kevin Jr. plenty of bad habbits."

"The last thing we're naming our child is Kevin, Ben said.

"You can spell it with an 'e' so that it still rhyme," Kevin suggested.

"No," Ben said flatly before smiling. "Thank you for not hating us."

"We'll never hate you," Julie said. "And we'll be there to help when hou need it."

"Thanks," Ben smiled.

THE END


End file.
